REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation with its headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY 11716 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
SECURITY AGREEMENT (this “Agreement”), dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation, with headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY 11716 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
ContractAdvanced BioPhotonics Inc. • September 4th, 2007 • Measuring & controlling devices, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 29, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
ContractAdvanced BioPhotonics Inc. • September 4th, 2007 • Measuring & controlling devices, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 29, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
ContractAdvanced BioPhotonics Inc. • September 4th, 2007 • Measuring & controlling devices, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 29, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
ADVANCED BIOPHOTONICS INC.Advanced BioPhotonics Inc. • September 4th, 2007 • Measuring & controlling devices, nec
This letter shall serve as an amendment to the outstanding Secured Convertible Notes (collectively, the “Notes”) issued pursuant to the Securities Purchase Agreements between Advanced BioPhotonics Inc. (the “Company”) and each of: (i) AJW Partners, LLC; (ii) AJW Offshore, Ltd.; (iii) AJW Qualified Partners, LLC; and (iv) New Millennium Capital Partners II, LLC (collectively, the “Purchasers”) dated as of November 14, 2005, September 12, 2006 and October 31, 2006.
